Bylaws for the Farmington Ridge Homeowners Association

The following are the current Bylaws of the Farmington Ridge Homeowners Association. These Bylaws have been in existence since the Association was first formed.   Your Board is studying the Bylaws, and may request an update to the Bylaws to bring them in line with current requirements.

ARTICLE I - Adoption of Other Documents

The applicable provisions of the Agreement for Planned Residential Development entered into between the City of Farmington Hills and Novi Associates dated December 20, 1978 and recorded in Liber 7410, pages 337 through 360, Oakland County Records, as from time to time amended, and herein called the "Agreement" are hereby incorporated by reference and adopted as a part of the By-Laws of this non-profit corporation.

ARTICLE II - Meetings

Section 1. Time, Place and Conduct of Meetings: Meetings of the Association shall be held at a suitable place convenient to the members as may be designated by the Board of Directors. Meetings of the Association shall be conducted in accordance with Roberts' Rule of Order when not otherwise in conflict with the Article of Incorporation and By-Laws of the corporation, or the Agreement.

Section 2. Annual Meetings: The first annual meeting of the members of the corporation shall be called within one year from the date of incorporation. The date, time and place of such meeting shall be set by the Board of Directors, and at least ten (10) days written notice thereof shall be given to each member. Thereafter, the annual meeting of the members of the Association shall be held on the third Monday of January of each succeeding year. At such meetings, there shall be elected ballot of the members, a Board of Directors in accordance with the requirements of Section 1 of Article III of these By-Laws. The members may also transact such other business of the corporation as may be properly come before them.

Section 3. Special Meetings: It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by one-third (1/3) of the members presented to the Secretary of the Association. Notice of any special meeting shall state the time and place of such meeting and the purposes thereof. No business shall be transacted at a special meeting except as stated in the notice.

Section 4. Notice of Meetings: It shall be the duty of the Secretary (or other Association officer in the Secretary's absence) to serve a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each member, at least ten (10) days but not more than thirty (30) days prior to such meeting. The mailing, postage prepaid, of a notice to the representative of each member at the address shown on the records of the Association shall be deemed notice served.  Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the Association, shall be deemed due notice.

Section 5. Quorums: If any meeting of members cannot be held because of quorum is not in attendance, the members who are present may adjourn the meeting to a time not less than forth-eight (48) hours from the time the original meeting was called.

ARTICLE III - Voting

Section 1. Members Voting Rights: Each member shall be entitled to vote as set forth in the Agreement.

Section 2. Property Ownership: No member, other than the Grantor, shall be entitled to vote at any meeting of the Association until he has presented evidence of ownership of a lot, as provided in the Agreement. No member except the Grantor shall be entitled to vote prior to the first annual meeting of members.

Section 3. Quorum: The presence in person of members holding forty (40%) percent of the total number of qualified votes shall constitute a quorum for holding a meeting of the members of the Association, except for voting on questions specifically required by the By-Laws or the Agreement to require a greater quorum. In cases where written voting is permitted, the written vote of any person furnished at or prior to any duly  called meeting at which meeting said person is not present in person shall be counted in determining the presence of a quorum with respect to the question upon which the vote is cast.

Section 4. Meeting Adjourned Due to Lack of Quorum: If a quorum is not present and the meeting is adjourned as provided in Section 5 of Article II of these By-Laws, the presence in person of twenty (20%) percent of the qualified votes shall constitute a quorum at such adjourned meeting.

Section 5. Voting in Person, or by Proxy: Votes may be cast only in person except hat it shall be permissible to vote by writing duly signed by the designated voting member not present at a given meeting in person. Any written votes must be filed with the Secretary of the Association at or before the appointed time of each meeting of the members of the Association. Neither cumulative voting nor voting by proxy shall be permitted.

ARTICLE IV - Board of Directors

Section 1. Volunteer Directors: The affairs of the corporation shall be governed by a Board of Directors. The first Board of Directors is designated in the Articles of Incorporation of the Association. Directors shall serve without compensation. Any Director may be reimbursed for his actual expenses incurred in the performance of his duties. The Association may purchase insurance, insuring each Director and any Officer of the Association against any liability for the acts of any such Officer or Director when acting on behalf of the Association and/or in the capacity of an Officer or Director of the Association.

Section 2. Number of Directors: The first Board of Directors designated in the Articles of Incorporation shall be composed of three (3) persons and such first Board of Directors shall manage the affairs of the Association until a successor Board of Directors is elected at the first annual meeting of members of the Association convened at the time required by these By-Laws. At such first meeting of members of the Association, three (3) Directors shall be elected for a term of one (1) year each, and at each annual meeting of the Association held thereafter, three (3) Directors shall be elected for one (1) year term. The Directors shall hold office until their successors have been elected and hold their first meeting.

Section 3. Power of the Board of Directors: The Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law, the Agreement, the Articles of Incorporation, or by these By-Laws, prohibited.

Section 4. Additional Responsibilities of the Board of Directors: In addition to the foregoing duties imposed by these By-Laws or any further duties which may be imposed by resolution of the members of the Association, the Board of Directors shall be responsible specifically for the following:

(a) To manage and administer the affairs of and maintenance of the Association and the open space owned by the Farmington Ridge Homeowners Association.

(b) To collect assessments from the members of the Association and to use the proceeds thereof for the purposes of the Association.

(c) To carry insurance and collect and allocate the proceeds thereof.

(d) To rebuild improvements after casualty.

(e) To contract for the employ persons, firms, corporations or other agents to assist in the management, operation, maintenance and administration of the Association.

(f) To acquire, maintain and improve, and to buy, sell, convey, assign, mortgage or lease any real or person property (including easements, rights-of-way and licenses) on behalf of the Association in furtherance of any of the purposes of the Association.

(g) To borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes or the business of the Association, and to secure the same by mortgage, pledge, or other lien, on property owned by the Association; provided, however, that any such action shall be approved by affirmative vote of seventy-five (75%) percent of all of the votes of the Association.

(h) To enforce the provisions of the Agreement and these By-Laws.

(i) To adopt and propose rules and regulations governing the use of any parks and the open space owned by the Farmington Ridge Homeowners Association and the personal conduct of the members and to establish penalties for the infraction thereof.

(j) To suspend the voting rights and the right to the use of the open space owned by the Farmington Ridge Homeowners Association of a member during any period during which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended for a period not to exceed sixty (60) days for infraction of rules and regulations.

Section 5. Open Space Regulations: The Board of Directors shall adopt regulations respecting the use and enjoyment of the open space owned by the Farmington Ridge Homeowners Association and such other regulations as are necessary for proper maintenance and control.

Section 6. Vacancies in the Board of Directors: Vacancies in the Board of Directors (including the first Board of Directors named in the Articles of Incorporation) caused by any reason other than the removal of a Director by a vote of the members of the Association, shall be filled by vote of the majority of remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.

Section 7. First Meeting of Newly elected Board of Directors: The first meeting of a newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute such meeting, providing a majority of the whole Board shall be present.

Section 8. Regular meetings of the Board of Directors: Regular meetings of the Board of Directors may be held at such times and places as shall be determined from time to time by a majority of the Directors, but at least one such meeting shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally, by mail, telephone or telegraph, at least ten (10) days prior to the date named for such meeting.

Section 9. Special meetings of the Board of Directors: Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally, by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of any one Director.

Section 10. Meeting Notices: Before, at, or after any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meetings of the Board shall be deemed a waiver of notice. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

Section 11. Quorums: At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purposes of determining a quorum.

Section 12. Ratification of Action of the Board of Directors: All of the actions (including without limitation, the adoption of these By-Laws and any Rules and Regulations for the corporation, and any undertakings or contracts entered into with others on behalf of the corporation) of the first Board of Directors of the Association named in its Articles of Incorporation or any successors thereto elected before the first annual meeting of members shall be binding upon the Association in the same manner as though such actions had been authorized by a Board of Directors, duly elected by the members of the Association at the first or any subsequent annual meeting of members so long as such actions are within the scope of the powers and duties which may be exercised by the Board of Directors as provided in the Agreement and in the Articles of Incorporation or By-Laws of the Association.

Section 13. Fidelity Bonds: The Board of Directors may require that all officers and employees of the Association handling or responsible for Association fund shall furnish adequate fidelity bonds. The premiums on such bonds shall be expenses of administration.

ARTICLE V - Officers

Section 1. Officers of the Association: The principal officers of the Association shall be a President, who shall be a member of the Board of Directors, a Vice President, a Secretary and a Treasurer, all of whom shall serve without compensation if they are members of the Board of Directors. The Directors may appoint an assistant Treasurer and an assistant Secretary and such other officers as in their judgment may be necessary. Any two offices, except that of the President and Vice President, may be held by one person.

Section 2. Election of Officers: The officers of the Association shall be elected annually by the Board of Directors at the organizational meeting of each new Board and shall hold office at the pleasure of the Board.

Section 3. Removal of Officers: Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or any special meeting of the Board called for such purpose.

Section 4. President: The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of the Association, including but not limited to the power to appoint committees from among the members of the Association from time to time as he may in is discretion deem appropriate to assist in the conduct of the affairs of the Association.

Section 5. Vice President: The Vice President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither President nor Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.

Section 6. Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Association; he shall have charge of the corporate seal and of such books and papers as the Board of Directors may direct; and he shall, in general, perform all duties incident to the office of the Secretary.

Section 7. Treasurer: The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Association, in such depositaries as may from time to time be designated by the Board of Directors.

Section 8. Officers Powers: The officers shall have such other duties, powers and responsibilities as shall, from time to time, be authorized by the Board and Directors.

ARTICLE VI - Seal

Section 1. Corporate Seal: The corporation shall have a seal which shall have inscribed thereon the name of the corporation, the words "corporate seal" and "Michigan".

ARTICLE VII - Finance

Section 1. Fiscal Year: The fiscal year of the corporation shall be an annual period commencing on such date as may be initially determined by the Directors. The commencement date of the fiscal year shall be subject to change by the Directors for accounting reasons or other good cause.

Section 2. Deposit of Funds: The funds of the corporation shall be deposited in such bank as may be designated by the Directors and shall be withdrawn only upon the check or other draft of such officers, employees or agents as are designated by resolution of the Board of Directors from time to time.

Section 3. Books of Account: The Association shall keep detailed books of account pertaining to the administration of the Association in accordance with generally accepted accounting principles. Such accounts shall be open for inspection by the members during reasonable working hours and shall be audited annually by qualified auditors. The cost of such audit shall be an expense of administration.

Section 4. Annual and Special Assessments: Each year, the Board of Directors shall levy the annual assessments as provided for in the Agreement.

Section 5. Enforcement of Annual and Special Assessments: The Association may enforce collection of annual or special assessments which are delinquent for more than thirty (30) days by suit at law for a money judgment against the title holder or the land contract vendee or by foreclosure of the lien securing payment in the same manner that real restate mortgages may be foreclosed by action under Michigan law. In an action for foreclosure, a receiver may be appointed to collect a reasonable rental for the property from the co-owner thereof or nay persons claiming under him. The expenses incurred in collecting taxes or other liens paid by the Association to protect its lien, shall be chargeable to the co-owner in default, and shall be secured by the lien on his property.  An owner in default shall not be entitled to vote at any meeting of the Association so long as such default continues, nor shall he be entitled to use of the open space owned by the Farmington Ridge Homeowners Association.

ARTICLE VIII - Indemnification of Officers and Directors

Every unpaid director and every officer of the Association shall be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party, or in which he may become involved, by reason of his being or having been an officer or director of the Association, except in such cases wherein the director or officer is adjudged guilty of willful malfeasance in the performance of his duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled. The Association may purchase insurance to protect officers, directors and employees from liability for their actions as officers, directors and employees.

ARTICLE IX - Amendments

Section 1. Amendments to By-Laws: Amendments to these By-Laws may be proposed by the Board of Directors of the Association acting upon the vote of the majority of the Directors or by one-third or more in number of the votes of the Association whether meeting as members or by instrument in writing signed by them.

Section 2. Meeting to consider Amendments: Upon any such amendment being proposed, a meeting for the consideration of the same shall be duly called in accordance with the provisions of these By-Laws.

Section 3. Amendment at Regular Annual Meeting or Special Meeting: These By-Laws may be amended by the Association at any regular annual meeting or a special meeting called for such purpose, by an affirmative vote of a majority of all of the qualified votes of the Association.

Section 4. Proxy Votes: At any meeting held to consider such amendment or amendments to these By-Laws, the witnessed and notarized written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting providing such written vote is delivered to the Secretary of the Association at or prior to such meeting.

Section 5. Amendment prior to First Annual Meeting: Prior to the first annual meeting of members, these By-Laws may be amended by the first Board of Directors upon proposal of amendments by any member of the Board of Directors without approval from any other person provided such amendments to these By-Laws do not unreasonably increase or decrease the benefits or obligations, or materially affect the rights of any member of the Association.

Section 6. Copy of Amendments: A copy of each amendment to the By-Laws shall be furnished to every member of the Association after adoption.

ARTICLE X - Severability

In the event that any of the terms, provisions or covenants of these By-Laws or the Association documents are held to be partially or wholly invalid or unenforceable for any reason whatsoever, such holdings shall not affect, alter, modify or impair in any manner whatsoever any of the other terms, provisions or covenants of such documents or the remaining portions of any terms, provisions or covenants held to be partially invalid or unenforceable.